Directors Report of Elder Health Care Ltd.

Jun 30, 2014

Dear Members,

The Directors have pleasure in presenting this Twenty Sixth Annual
Report of your Company together with the Audited Accounts for the year
ended ended 30th June, 2014. The comparative figures of the financial
results of the Company for the year under review vis-a-vis those of the
last year are given below:

Profit available for appropriation
out of which Directors recommend
appropriations as under - 798.81

Transfer to General reserve - -

Balance carried to Balance Sheet (3360.86) 798.81

OPERATIONS

During the twelve months under review, your Company achieved a turnover
of Rs. 7069.25 lacs during the year under review as against that of Rs.
18654.21 lacs for the 15 months period ended 30.06.2013 during the last
year. The Profit /(loss) before tax and after tax for the year ended
under review was Rs. (3230.38) lacs and Rs. (3233.77) lacs respectively
as compared to Rs. 160.65 lacs and Rs. 159.79 lacs during the 15 months
period ended 30.06.2013. In view of losses incurred during the year
under review, the Directors do not recommend any dividend for the year
under review.

During the year under review, the turnover of the company has declined
due to discontinuance of many products viz. Richfeel and Stay on etc.
However, the Company is concentrating on developing its own products in
future.During the year, the Company had to write off certain old Trade
receivables to the extent of Rs. 1896.57 lacs since the same were found
non recoverable.

MANAGEMENT DISCUSSION AND ANALYSIS :

The detailed analysis of the operating performance of the Company for
the year ended 30.06.2014, the state of affairs and the key changes in
the operating environment has been included in the Management
Discussion and Analysis Section which forms a part of the Annual
Report.

DIRECTORS

Mrs. Urvashi Saxena who retires by rotation has resigned as independent
director w.e.f. 13th February 2015 with an intent not to be
re-appointed and company resolved not to fill in the vacancy.

Mr. B.L. Gupta who retires by rotation has resigned as independent
director w.e.f. 12th December 2014 with an intent not to be
re-appointed and company resolved not to fill in the vacancy.

There is no re-appointment of any director who are retiring by
rotation. Therefore as required under Clause 49 of the Listing
Agreement, details are not given in the report on Corporate
Governance,forming part of this Annual Report. The company shall induct
requried number of independent Directors to conform to clause 49 of the
listing requriements in duecourse.

BANKERS

During the year under review, The Saraswat Co-operative Bank Limited,
Bankers to the Company who had sanctioned various credit facilities to
the Company have transferred and assigned all the facilities to Phoenix
ARC Pvt Ltd., Mumbai. Discussions with the said asset reconstruction
company is under process.

ASSETS

Fixed Assets worth Rs. 9.14/- lacs were sold during the year ended on
30.06.2014. The Company is in the process of reviewing its assets and
stocks at various locations for providing adequate insurance cover.

AUDITORS

The Statutory Auditors of the Company, M/s. S. S. Khandelwal & Co.,
Chartered Accountants, will retire at the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment. M/s. S.S.
Khandelwal & Co. have expressed their willingness to act as the
statutory auditors of the Company and has furnished a certificate that
their appointment, if made, would be in conformity with the provisions
of Section 139 of the Companies Act, 2013. As per the recommendation of
Audit Committee, the Board proposes the re-appointment of M/s. S.S.
Khandelwal & Co., Chartered Accountants as Statutory auditors for a
term of three years commencing from the conclusion of this ensuing
Annual General Meeting till the conclusion of Annual General Meeting
for the financial year 2016-17, subject to ratification by shareholders
at each subsequent Annual General Meeting. Members are requested to
re-appoint the Statutory Auditors.

AUDITORS'' REPORT:

The comments/observations of the Auditors, if any, are self explanatory
and do not call for any further explanation or clarification except the
following:

As regards comments of Auditors under Basis for Qualified Opinion item
No.1 Fixed Assets, some of the plant and machineries have not been
fully operational during the year due to discontinuance of various
divisions/products and certain factors beyond the control of the
management. However, Company has already initiated complete
restructuring internally and is confident of factories to be functional
at its optimum level in the coming years. Under item No. 2 Legal suits-
the Company is in the process of settling the cases that are filed
against the Company. As regards Auditors comments on Emphasis of matter
item No. 1, the management believes that the going concern assumption
is not affected in view of management''s efforts to streamline company''s
operations. As regards the comments of Auditors in item no. (vi) of
annexure to Auditors'' Report in respect of strengthening the internal
audit system, the Company is taking due care of the same. As regards
the comments of Auditors item no. (ix)(a) of Annexure to Auditors''
Rerport in respect of delays in payment of certain statutory dues, the
Company has paid certain dues since the close of the year under review.
As regards comments of Auditors in item no. (x) the Company had to
write off its certain receivables which were not recoverable for long
in spite of efforts to recover the same. As regards comments of
Auditors in item no. (xi) outstanding dues of facilites sanctioned to
the company by a bank were assigned and transferred to a Asset
Reconstruction company by the bank on 28th March, 2014. Company is in
negotiation with the said reconstruction company for a settlement.

COST AUDIT

In terms of the order issued by the Central government under section
233B of the Companies Act, 1956, the Company was required to appoint
cost auditors to get the audit of the cost records of the company done
by the member of the Institute of Cost & Works accountants of India
(ICWA). Accordingly, the Company had appointed M/s. Sevekari, Khare &
Associates, Cost Accountants, as the Cost Auditor for the financial
year upto 2013-14. However, M/s. Sevekari, Khare & Associates have
showed their unwillingness to continue as Cost auditors for the
financial year 2014-2015. Accoridngly, pursuant to Section 148 of the
Companies Act, 2013 and Rule 14 of the Companies (Cost records and
Audit) Rules, 2014, the Board of Directors of the Company, on
recommendation of the Audit Committee, has approved the appointment of
Mr. T.M. Rathi, Mumbai, Cost Auditors to conduct the audit of cost
records of the Company for the financial year 2014-15 at a remuneration
of 1,00,000/- plus out of pocket expenses at actuals subject to
ratification by the shareholders at the ensuing Annual General Meeting.
Necessary resolution for appointment and fixing remuneration to the
Cost Auditors is proposed for ratification of members in the ensuing
Annual General Meeting.

The Cost Audit Reports of the Company for the year ended 31.03.2012 has
been filed with the central government since the close of year under
review. The Cost Audit reports for the years 2012-13 and 2013-14 are
under finalization and shall be filed with central government soon.

DEPOSITS

Your Company has not invited or accepted deposits which are covered
under Section 73 of the Companies Act, 2013 (corresponding Section 58A
of the Companies Act, 1956) and the Rules made there under.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. However, as per the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this
Report and Accounts are being sent to all members of the Company
excluding the Statement of Particulars of Employees under Section
217(2A) of the Companies Act, 1956. Any Member interested in obtaining
a copy of the said statement may write to Company Secretary at the
Administrative Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:

i) that in preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;

ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year ended 30.06.2014;

iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records for the year ended
30.06.2014 in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting of fraud and other irregularities; and

iv) that the Directors had prepared the accounts for the year ended
30.06.2014 on a ''going concern'' basis.

INDUSTRIAL RELATIONS

The industrial relations had generally been cordial throughout the year
under review.

CORPORATE GOVERNANCE

According to clause 49 of the Listing Agreement, report on Management
Discussion & Analysis, Corporate Governance as well as Auditors
Certificate regarding the compliance with the conditions of corporate
governance are attached herewith and forms part of this Annual Report.

A statement giving details of conservation of energy, technology
absorption, in accordance with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 is annexed and marked
Annexure I which forms as part of this Report.

ACKNOWLEDGEMENT

The Board desires to place on record, its appreciation to its employees
at all levels.

Your Directors also wish to place on record their appreciation and
acknowledge with gratitude the support and co-operation extended by the
clients, bankers and investors and look forward to their continued
support.

For and on behalf of the Board of Directors
Dr. Anuj Saxena

Jun 30, 2013

To, The Shareholders,

The Directors have pleasure in presenting this Twenty Fifth Annual
Report of your Company together with the Audited Accounts for fifteen
months ended 30.06.2013. The comparative figures of the financial
results of the Company for the year under review vis-a-vis those of the
last year given below:

Profit available for appropriation
out of which Directors recommend
appropriations as under 798.81 639.02

Transfer to General reserve - -

Balance carried to Balance Sheet 798.81 639.02

OPERATIONS

During the fifteen months under review, your Company achieved a
turnover of Rs.18654.21 lacs for 15 months period ended 30.06.2013 as
against that of Rs.15285.49 lacs for the 12 months ended 31.03.2012
during the last year. The Profit before tax and after tax for the 15
months period ended 30.06.2013 under review was Rs. 160.65 lacs and Rs.
159.79 lacs respectively as compared to Rs. 437.58 lacs and Rs. 447.35 lacs
during the last year 12 months ended 31.03.2012. The Directors do not
recommend any dividend for the year under review.

EXTENSION OF FINANCIAL YEAR OF THE COMPANY

Your Board of Directors at their meeting held on 15.04.2013 had decided
to extend the financial year of the Company by three months so as end
on 30.06.2013. Accordingly, financial statements have been prepared and
annexed hereto for 15 months period ended 30.06.2013.

The Board of Directors of the Company has decided at their meeting held
on 14.05.2013 not to proceed with the merger of the company with Elder
Pharmaceuticals Limited and necessary applications for withdrawal have
been made before the High court at Mumbai.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed analysis of the operating performance of the i Company for
the fifteen months ended 30.06.2013, the state of I affairs and the key
changes in the operating environment has ; been included in the
Management Discussion and Analysis I Section which forms a part of the
Annual Report.

DIRECTORS

Pursuant to Article 134 of the Articles of Association of the j Company
and Section 256 of the Companies Act, 1956, Mr. Alok Saxena and Dr.
Joginder Singh Juneja Directors of the Company are liable to retire by
rotation at the ensuing Annual ; General Meeting, but being eligible
offer themselves for re- appointment. You are requested to re-appoint
them.

DEMISE OF DIRECTORS

Mr. Jagdish Saxena, Founder & Chairman of the Company passed away on
10.10.2013 after prolonged illness. The Board of Directors express
their heartfelt condolences on his demise and wish to put on record his
invaluable contribution towards growth of the Company. Further Board
express their gratitutude and deep appreciation for the valuable
guidance provided by him during his tenure of office. The Board of
Directors of the Company express their deep condolences at the untimely
demise of Mr. B.S. Bohra, director of the Company on 07.05.2013 and
place on record his valuable contribution towards the growth of the
Company ! during his tenure.

BANKERS

The Saraswat Co-operative Bank Limited continues to be the bankers of
the company for the year under review. Your company has since been
sanctioned certain working capital | facilities & Term Loan by the
Saraswat Bank.

Your Directors sincerely thank the Bankers for their valuable j and
timely support to the Company.

ASSETS

Fixed Assets worth Rs. 34.72/- lacs were added during the fifteen months
period ended on 30.06.2013. All fixed assets and stocks of the Company
are adequately insured.

AUDITORS

The Auditors, M/s. S. S. Khandelwal & Co., Chartered Accountants, will
retire at the conclusion of the ensuing Annual General Meeting. They
have signified their willingness to act as Auditors of the Company, if
re-appointed. Members are requested to re-appoint them and also to fix
their remuneration. The comments/observations of the Auditors, if any,
are self explanatory and do not call for any further explanation or
clarification.

COST AUDIT

In terms of the order issued by the Central government under section
233B of the Companies Act, 1956, the Company was required to appoint
cost auditors to get the audit of the cost records of the company done
by the member of the Institute of Cost & Works accountants of India
(ICWA). Accordingly, the Company has appointed M/s. Sevekari, Khare &
Associates, Cost Accountants, as the Cost Auditor for the financial
year 2013-2014 for formulations manufactured by the Company. The Cost
Audit Reports of the Company for the year ended 31.03.2012 is under its
finalization and the same will be filed with the central government
soon.

DEPOSITS

Your Company has not invited or accepted deposits which are covered
under Section 58A of the Companies Act, 1956 and the Rules made there
under.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. However, as per the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this
Report and Accounts are being sent to all members of the Company
excluding the Statement of Particulars of Employers under Section
217(2A) of the Companies Act, 1956. Any Member interested in obtaining
a copy of the said statement may write to Company Secretary at the
Registered Office of the Company.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:

i) that in preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;

ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the 15 months period ended 30.06.2013;

iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records for the 15 months period
ended 30.06.2013 in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting of fraud and other irregularities; and

iv) that the Directors had prepared the accounts for the 15 months
period ended 30.06.2013 on a ''going concern'' basis.

INDUSTRIAL RELATIONS

The industrial relations had generally been cordial throughout the year
under review.

CORPORATE GOVERNANCE

According to clause 49 of the Listing Agreement, report on Management
Discussion & Analysis, Corporate Governance as well as Auditors
Certificate regarding the compliance with the conditions of corporate
governance are attached herewith and forms part of this Annual Report.

A statement giving details of conservation of energy, technology
absorption, in accordance with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 is annexed and marked
Annexure I which forms as part of this Report.

ACKNOWLEDGMENT

The Board desires to place on record, its appreciation to its employees
at all levels.

Your Directors also wish to place on record their appreciation and
acknowledge with gratitude the support and co-operation extended by the
clients, bankers and investors and look forward to their continued
support.

For and on behalf of the Board of Directors

Place: Mumbai Dr. Anuj Saxena

Date: 13th November 2013 Managing Director

Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting this Twenty Third Annual
Report of your Company together with the Audited Accounts for the year
ended 31st March, 2011. The comparative figures of the financial
results of the Company for the year under review vis-a-vis those of the
last year given below:

Profit available for appropriation
out of which Directors recommend
appropriations as under 191.67 31.12

Transfer to General reserve - -

Balance carried to Balance Sheet 191.67 31.12

OPERATIONS

During the year under review, your Company achieved a turnover of Rs.
11367.86 lacs as against that of? 8028.90 lacs during the last year.
The Profit before tax and after tax for the year under review was Rs.
232.40 lacs and Rs. 168.99 lacs respectively as compared to Rs. 7.08
lacs and Rs. 4.98 lacs during the last year. The Directors do not
recommend any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed analysis of the operating performance of the Company for
the year, the state of affairs and the key changes in the operating
environment has been included in the Management Discussion and Analysis
Section which forms apart of the Annual Report.

DIRECTORS

Pursuant to Article 134 of the Articles of Association of the Company
and Section 256 of the Companies Act, 1956, Mr. Alok Saxena, Director
and Mr. Kishan Rao, Director of the Company are liable to retire by
rotation at the ensuing Annual General Meeting, but being eligible
offer themselves for re-appointment. You are requested to re-appoint
them.

During the year Mr. Prem Ratan Gupta resigned as Director of the
Company.

BANKERS

The Lakshmi Vilas Bank and Bank of Maharashtra continue to be the
bankers for the Company during the year under review. Your Company has
since been sanctioned certain working Capital facilities & Term Loan by
The Saraswat Co-operative Bank Ltd. to the extent of Rs. 4700/- lacs.

The Saraswat Co-operative bank Limited has taken over the entire limit
previously sanctioned by existing banks i.e. Lakshmi Vilas Bank and
Bank of Maharashtra. Your Directors sincerely thank the Bankers for
their valuable and timely support to the Company.

ASSETS

Fixed Assets worth Rs. 2,108,440 /- were added during the year under
review. All fixed assets and stocks of the Company are adequately
insured.

AUDITORS

The Auditors, M/s. S. S. Khandelwal & Co., Chartered Accountants, will
retire at the conclusion of the ensuing Annual General Meeting. They
have signified their willingness to act as Auditors of the Company, if
re-appointed. Members are requested to re-appoint them and also to fix
their remuneration. The comments/observations of the Auditors, if any,
are self explanatory and do not call for any further explanation or
clarification.

COSTAUDIT

In terms of the Order issued by the Central Government under Section
233B of the Companies Act, 1956, the Company was required to appoint
cost auditors to get the audit of the cost records of the Company done
by member of the Institute of Cost & Works accountants of India (ICWA).
Accordingly, the Company has appointed M/s. Sevekari, Khare and
Associates, Cost Accountants, as the cost Auditor for the financial
years 2010-11 and 2011 -12 for formulations manufactured by the
Company. He would be required to submit the reports by 30th September,
2011 and 30th September, 2012 respectively.

DEPOSITS

Your Company has not invited or accepted deposits which are covered
under Section 58A of the Companies Act, 1956 and the Rules made there
under.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this Report. However, as per
the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956,
this Report and Accounts are being sent to all members of the Company
excluding the Statement of Particulars of Employers under Section
217(2A) of the Companies Act, 1956. Any Member interested in obtaining
a copy of the said statement may write to Company Secretary at the
Registered Office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:

i) that in preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;

ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year ended 31st March, 2011;

iii) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records for the year ended 31st
March, 2011 in accordance with the provisions of the Companies Act,
1956 for safeguarding the assets of the Company and for preventing and
detecting of fraud and other irregularities; and

iv) that the Directors had prepared the accounts for the financial year
ended 31 st March, 2011 on a 'going concern' basis.

INDUSTRIAL RELATIONS

The industrial relations had generally been cordial throughout the year
under review.

CORPORATE GOVERNANCE

According to clause 49 of the Listing Agreement, report on Management
Discussion & Analysis, Corporate Governance as well as Auditors
Certificate regarding the compliance with the conditions of corporate
governance are attached herewith and forms part of this Annual Report.

A statement giving details of conservation of energy, technology
absorption, in accordance with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 is annexed and marked
Annexure I which forms as part of this Report.

ACKNOWLEDGEMENT

The Board desires to place on record, its appreciation to its employees
at all levels.

Your Directors also wish to place on record their appreciation and
acknowledge with gratitude the support and co-operation extended by the
clients, bankers and investors and look forward to their continued
support.